Partner: Services Terms and Conditions
Welcome to Palla! These terms set forth a binding contract between you ("Company," "You" or "Your") and Palla, Inc. ("Palla," "we," or "us") regarding your use of the payment services that Palla may provide to you (the "Services") either on its own or in partnership with Cross River Bank, a New Jersey state chartered bank ("CRB" or "Partner Bank"). These terms also apply to any Incentives Agreement or Services Agreement you may enter into with us. Before proceeding, please review these terms carefully.
By clicking on the "I accept" button or using our Services, you are agreeing to be bound by and are becoming a party to these Terms. You represent and warrant that you have the authority to enter into these Terms on behalf of any group or entity you represent. You covenant to ensure that all users that gain access to our Services from you are bound by these Terms. If you do not agree to all of these Terms, then do not click "I accept" and do not access and/or use our Services.
Additionally, by clicking "I accept," you agree to transact with us electronically. This means that you agree to receive electronically all disclosures, communications, notices and other information that we may send to you or be required to send to you under applicable law or otherwise pursuant to the terms and conditions set forth below. If you do not wish to transact with us electronically, do not click "I accept." You may update your contact details for receiving documents electronically or non-electronically by emailing us at support@palla.app
Palla reserves the right to amend these Terms at any time and will notify you of any such changes by posting the revised Terms on its website, palla.app. You should check these Terms on palla.app periodically for changes. All changes shall be effective upon posting. We will date the terms with the last day of revision. Your continued use of the Services after any change to this these Terms constitutes your agreement to be bound by any such changes. Palla may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability.
Palla complies with all applicable U.S. federal and state privacy laws and regulations
Overview of the Services
Once enrolled in the Services, Palla will provide its application programming interface ("Palla API") to You, and if applicable, a unique Palla "User Interface" for senders ("Sending Customers") or receivers ("Receiving Customers").
The Palla API and User Interface can allow potential Sending Customers to use the Services in the United States, subject to each potential Sending Customer's eligibility and agreement to applicable terms, to send money to Receiving Customer's account outside the United States ("Palla Transfer").
Upon a request from a Sending Customer in the United States who is in good standing and in accordance with these and other applicable Terms, Palla will instruct its bank partner to initiate a Palla Transfer from the Sending Customer's account to the Receiving Customer's account using the Partner Bank and payment gateway ("Payment Gateway"). Palla reserves the right to substitute a different Partner Bank or Payment Gateway at any time without notice to Company or Company Customers.
Palla's ability to offer the Services is subject to applicable law. Palla also relies on Partner Bank, card networks, and others to provide the Services. You agree to not hold Palla liability if one or more of these partners is unable to provide necessary support or services to Palla or otherwise makes it impossible for Palla to provide the Services.
With the Partner Bank and the Payment Gateway, Palla will use the Visa Direct or Mastercard networks to initiate a debit from a card or account in the United States and to push the funds to a card held by Receiving Customer.
Palla's ability to provide the Services is subject to applicable law, terms proscribed by the Partner Bank, Partner Gateway, Visa, and Mastercard.
Company Obligations
Company Information. Company shall provide Palla with Company data requested by Palla in order to provide the Services. Company shall also provide necessary documents, graphics, text, media and other content or information reasonably required by Palla to provide the Services. All intellectual property will be provided with a license for Palla to use it only in connection with providing and marketing the Services pursuant to these Terms.
Eligibility. Company shall identify and designate the segment of its Company Customer population eligible to use the Services subject to any additional eligibility requirements specified by Palla or its partners. Palla may require Company to confirm it has completed necessary anti-money laundering and Know Your Customer ("KYC") requirements applicable to Company and Company Customers.
Applicable Law. Company is solely responsible for compliance with all laws including anti-money laundering laws applicable to its customers (including Company Customers). Company acknowledges and agrees that Palla's ability to provide the Services is subject to its compliance with all applicable laws and regulations including but not limited to the Bank Secrecy Act and other anti-money laundering laws, OFAC requirements, and currency controls. The Parties shall be responsible for direct costs incurred by them in connection with maintaining applicable federal and state regulatory compliance and meeting relevant third-party standards that apply to them. The Company agrees to cooperate in a timely fashion with any investigation into the Services conducted by Palla, Palla's partners, or governmental authority.
Complaints and Customer Service. Company will provide reasonable assistance with developing systems for the monitoring of consumer and regulatory complaints. Company shall use its best efforts to assist Palla with obtaining additional information related to complaints in the event such information is deemed necessary by Palla, and Company is in a position to obtain such information without undue burden, or if complaint reports indicate a trend that presents a potential risk to Palla, Partner Bank, Partner Gateway, Palla's customer or Company Customers or indicates a potential violation of applicable law. Company is solely responsible for managing customer service inquiries from Company Customers, including inquiries regarding the Services.
End User Satisfaction. Company shall use commercially reasonable efforts to maximize satisfaction of Company Customers and Palla's customers with the Services and to enhance the goodwill and reputation of Palla and the Services.
No Ownership. Company acknowledges and agrees that it has no ownership of any money sent via the Services to a Company Customer. Company shall not deduct any fees from funds send to Company Customers without the express, written consent of Palla.
Information Sharing and Recordkeeping. Company shall keep appropriate books and records in connection with this Agreement as required by applicable laws and in accordance with instructions provided by Palla. Including without limiting the integration and conservation of the End Users Identification Files, in accordance with the established in the Appendix.
Notices. Company shall notify Palla in writing of the designated Company contact person who shall receive all reports, invoices, and program communications from Palla.
Data Breach and Regulatory Inquiry Notification. Data Breach and Regulatory Inquiry Notification. Company shall notify Palla within twenty four (24) hours of learning of: (i) any data breach involving the Services, (ii) an inquiry or other contact from a regulator, law enforcement, or other governmental authority concerning the Services, or (iii) a lawsuit or arbitration related with the Services.
Material Distribution. Company shall be responsible for distribution of any communication regarding the Services other than those that Palla agrees to provide on Company's behalf upon Company request and authorization by Palla.
Exchange Rates. If a foreign currency exchange is required, it will be performed by the relevant payment network (Visa or Mastercard) subject to each of those company's policy for conducting foreign currency exchange. Palla reserves the right, in its sole discretion to add a markup or other fee to any exchange rate with prior notice to Company and disclosure to Sending Customers in accordance with applicable law. To the extent permitted by law, Palla expressly disclaims any liability for errors or delays in executing currency exchange.
Termination For Cause. If either Party materially breaches these Terms, the other Party shall have the right to terminate its obligations under these Terms by providing written notice or email to the breaching Party, which such termination shall become effective on the date that is thirty 30 (thirty) natural days after the breaching Party's receipt of such written notice unless the breaching Party cures such breach to the reasonable satisfaction of the non-breaching Party during such thirty 30 (thirty) day natural period. Notwithstanding the ability of a breaching Party to cure any such breach, Palla may elect to, but shall not be required to, terminate its provision of the Services immediately in order to comply with its internal policies or applicable law or allow Company Customers to continue to use the Services. For the avoidance of doubt, each Party agrees that the failure of Company to remit payments in accordance with its agreements hereunder constitutes a material breach of these Terms.
Termination for Insolvency. Either Party may terminate their obligations to the other pursuant to these Terms upon written notice to the other Party if the other Party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets (or such a receiver, trustee or liquidator is appointed for the other Party), or the other Party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 (sixty) natural days, or the other Party files a voluntary petition for bankruptcy or a petition or answer seeking reorganization, becomes or is insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; provided if an involuntary petition for bankruptcy has been filed against either Party, Palla may elect to, but shall not be required to, allow Company Customers to continue to use the Services.
Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any obligation under these Terms, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: acts of God; flood, fire, earthquake, or explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; government order or law; actions, embargoes or blockades in effect on or after the date of these Terms; action by any governmental authority or law; national or regional emergency, pandemic, or epidemic, including the actions of third parties and governmental authorities in response to such circumstances; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; and failure of networks to operate as expected, including decentralized networks, outside the control of Palla (each, a "Force Majeure Event"). The Party suffering a Force Majeure Event shall give notice as promptly as reasonably practical in the circumstances, but not later than 3 (three) natural days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
License Grant. Palla grants Company a nonexclusive, nontransferable, nonassignable license to use the Services (which, for the avoidance of doubt, includes the Palla API) in Company's country (the "Territory") as contemplated in this Agreement. While it is a customer of Palla, Company may not use the Services and may not develop any software or APIs based on the Services, to create a commercial offering or product directly or indirectly competing with an offering or product by Palla or for the benefit of any person or entity where the use may result in the creation of a commercial offering or product directly or indirectly competitive with an offering or product from Palla. Company may only use the Services and may only grant sublicenses as explicitly permitted by Palla in writing. For the avoidance of doubt, Company is prohibited from using the Services for any other product or service other than those set forth in these Terms, and if Company does so, such activity constitutes a violation of this license grant from Palla for which Palla may terminate its provision of Services to Company and/or pursue immediate injunctive relief (including, but not limited to, a temporary restraining order). Company's use of the Services shall be limited to the license scope restrictions described in these Terms. Company shall use the Services only in compliance with applicable law and the applicable sublicense and shall not: send through the Services any infringing or unlawful material, viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; attempt to gain unauthorized access to, or disrupt the integrity or performance of, Palla or the Services or the data contained therein; or modify, copy or create derivative works based on the Services; reverse engineer, translate, disassemble, decompile or otherwise access or download the underlying software, source code or algorithms of the Services or cause or permit others to do so.
Intellectual Property. Palla shall at all times retain all right, title, and interest in and to all intellectual property rights involving or related to it or the Services. PALLA EXPRESSLY RESERVES ALL RIGHTS IN AND TO THE SERVICES, DOCUMENTATION, MARKETING MATERIALS AND PALLA MARKS NOT EXPRESSLY GRANTED HEREUNDER.
Suspension by Palla. Without limitation of any other rights or remedies, Palla reserves the right to suspend or restrict Company's or any Company Customer's access to the Services, in whole or in part, if: (a) Palla reasonably believes that Company or any Customer has violated these Terms or any End User Terms; (b) Company or any Company Customer fails to cooperate with a reasonable investigation by Palla of any suspected violation of these Terms or any End User Terms by Company or any Company Customer; (c) there is a denial of service attack on Palla's servers or systems, a security breach, or a similar event and Palla reasonably believes that suspension of Company's or any Company Customer's access is reasonably necessary to protect its servers or systems, information or data, or other customers of Palla; or (d) requested by a law enforcement agency, Partner Bank, Partner Gateway , Visa, Mastercard, government agency or similar authority.
Effect of Termination. Upon expiration or termination of these Terms: (a) Company's and each Company Customer's right to access and use the Services shall immediately terminate and Company shall immediately cease, and shall require all Company Customers to immediately cease, all use of and access to the Services; (b) Palla shall have no further obligation to provide any Services; and (c) except to the extent necessary for each Party to continue to exercise its surviving rights under these Terms, each Party shall promptly return to the other Party (or destroy, at the other Party's direction) all copies of the other Party's confidential information in such Party's possession or control. Any transactions that are pending upon any expiration or termination of these Terms shall remain in effect and the obligations of the Parties shall continue with respect to such transactions until such transactions are closed out in accordance with their respective terms.
Rights after Termination; Survival. Termination of the Services or these Terms shall not affect the rights and obligations of the Parties that have accrued prior to the date of termination.
Compliance. Each Party shall abide by the applicable local, state / provincial, and federal/national laws, rules, and regulations. Each Party shall also apply by applicable Visa or Mastercard network rules as applicable to the Services.
Mutual Warranties. Each Party hereby represents and warrants to the other Party that: (a) it is a corporation or organization duly organized and validly existing under the laws of the jurisdiction in which it was incorporated or organized; (b) it has all requisite corporate power and authority to execute and deliver these Terms and perform its obligations under these Terms; and (c) the execution, delivery and performance of these Terms by it does not conflict, violate or breach any other contract or obligation of such Party or any applicable law or regulation to which such Party is subject.
Company Representations and Warranties. Company represents and warrants that: (a) it has and shall have all rights necessary to provide the information described in these Terms ("Company Content") to Palla and to grant the rights and licenses granted to Palla under these Terms; and (b) the Company Content does not and shall not infringe the intellectual property rights or other rights (including privacy rights, rights with respect to personal information, and similar rights) of any person or entity.
Disclaimer. THE SERVICES ARE PROVIDED BY PALLA ARE ON AN AS-IS AND AS AVAILABLE BASIS. EXCEPT FOR PALLA'S EXPRESS WARRANTIES AS SET FORTH IN SECTION XIII, PALLA MAKES NO AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES OR ANY OTHER SUBJECT MATTER OF THESE TERMS, INCLUDING ANY WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. NO ADVICE, STATEMENTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY COMPANY FROM PALLA OR THROUGH ANY PALLA MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WITHOUT LIMITATION OF THE FOREGOING, PALLA DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES SHALL BE UNINTERRUPTED, ERROR-FREE OR SECURE OR THAT THE SERVICES SHALL NOT BE SUBJECT TO DAMAGE, CORRUPTION, DESTRUCTION, LOSS OR DELETION. IF ANY COMPANY CONTENT STORED BY PALLA IS DAMAGED, CORRUPTED, DESTROYED, LOST OR DELETED, WHETHER BY PALLA, COMPANY OR ANY COMPANY CUSTOMER OR OTHER END USER, AND WHETHER INTENTIONALLY OR INADVERTENTLY, PALLA SHALL HAVE NO OBLIGATION OR LIABILITY TO COMPANY OR ANY COMPANY CUSTOMER, OTHER END USER OR OTHER PERSON, EXCEPT TO USE COMMERCIALLY REASONABLE EFFORTS TO ATTEMPT TO RECOVER SUCH COMPANY CONTENT FROM PALLA'S READILY-AVAILABLE BACKUP SOURCES.
Limitation of Liability. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, (A) PALLA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PALLA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES AND EVEN IF THE DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL PALLA'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED $25,000 (TWENTY FIVE THOUSAND DOLLARS). IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION 28, THEN PALLA'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
Indemnification by Palla. Palla shall defend, indemnify, and hold harmless Company and its affiliates, and its and their directors, officers, employees and agents, against any and all third party claims, actions, lawsuits, and proceedings, and all associated losses, damages, liabilities, settlements, and judgments, resulting from or arising directly or indirectly out of, any grossly negligent or intentionally wrongful act by Palla under this Agreement, except in each case to the extent Company is obligated to indemnify Palla under Section 28 hereof.
Indemnification by Company. Company shall defend, indemnify, and hold harmless Palla and its affiliates, and its and their directors, officers, employees and agents, against any and all third party claims, actions, lawsuits, and proceedings, and all associated losses, damages, liabilities, settlements, and judgments, costs and expenses resulting from or arising directly or indirectly out of, or in connection with: (a) any breach of this Agreement by Company; (b) Company's or any Company Customer's use of the Services not in compliance with these Terms; (c) any Company Content; (d) any allegation of violation of consumer finance or similar laws and regulations or trade practices laws and regulations, except to the extent arising from a violation of these Terms by Palla; (e) any negligent, fraudulent, or intentionally wrongful act by Company or any Company Customer; and (f) any failure of Company to properly credit funds send in connection with use of the Services.
Indemnification Process. As soon as practicable, a Party seeking indemnification under these Terms shall: (a) promptly notify the indemnifying Party of any claim, action, lawsuit, or proceeding for which indemnification is sought, (b) provide reasonable cooperation to the indemnifying Party, and (c) allow the indemnifying Party to control the defense and settlement. The indemnified Party may, at its option and expense, participate and appear on an equal footing in the claim, action, lawsuit, or proceeding. The indemnifying Party may not settle the claim, action, lawsuit, or proceeding without prior written approval of the indemnified Party, which approval shall not be unreasonably withheld or delayed.
Assignment. Your agreement to these Terms shall not be assignable by You without the prior written consent of Palla. Notwithstanding the foregoing, Palla may assign this Agreement without Company's consent (a) to an affiliate or (b) in connection with the sale or other transfer of all or substantially all of Palla's equity or assets to which this Agreement relates. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. Any attempted assignment in violation of this Section shall be null and void.
Notice. Any notice given by Company to the Palla shall be sent in writing by certified mail, return receipt requested, or delivered personally as follows:
Palla Financial, Inc.
429 Lennox Ave
Miami Beach, FL, 33139
Attn: Enrique Perezalonso
Via e-mail to: partners@palla.app
Governing Law and Waiver of Jury Trial. This Agreement is governed by and shall be construed in accordance with the laws of the State of Florida in the United States of America without reference to its conflicts of laws rules that would result in the application of the laws of another jurisdiction. Each Party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. All controversies and claims arising under or relating to this Agreement are to be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Each Party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to the arbitration is final and may be entered and enforced in any court of competent jurisdiction.
Severability and Interpretation. If any clause or provision of these Terms is determined to be illegal, invalid or unenforceable under any present or future law by a final judgment of the court of competent jurisdiction, the remainder of these Terms will not be affected thereby. It is the intention of the Parties that if any such provision is held to be illegal, invalid or unenforceable, they will be added in lieu thereof a provision as similar in terms to such provision as is possible and be legal, valid or enforceable. Section and paragraph headings in these Terms are for reference only.
Authority. By using the Services, You represent and warrant that: (a) these Terms constitute a valid and binding agreement enforceable against Company in accordance with these Terms; and (b) no authorization or approval from any third party is required in connection with Company's agreement to and compliance with these Terms.